-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PuX4i99zP56f0WCG5m/KBcrmW719aMsdosJDdkkZ78hg2JiZZsbYGpNW//kbncOB eMTYGn9EyzMWgh29E6vp+A== 0000950144-99-014211.txt : 19991222 0000950144-99-014211.hdr.sgml : 19991222 ACCESSION NUMBER: 0000950144-99-014211 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05424 FILM NUMBER: 99778337 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30320-6001 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: 1030 DELTA BLVD STREET 2: DEPT 971 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 11-K 1 DELTA AIR LINES, INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 1-5424 A. Full title of the plan and address of the plan if different from that of the issuer named below: DELTA FAMILY-CARE SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DELTA AIR LINES, INC. Hartsfield Atlanta International Airport Atlanta, Georgia 30320 2 DELTA FAMILY-CARE SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 1999 AND 1998 TABLE OF CONTENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statement of Net Assets Available for Benefits--June 30, 1999 Statement of Net Assets Available for Benefits--June 30, 1998 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 1999 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 1998 NOTES TO FINANCIAL STATEMENTS AND SCHEDULES SCHEDULES SUPPORTING FINANCIAL STATEMENTS Schedule I: Item 27a--Schedule of Assets Held for Investment Purposes--June 30, 1999 Schedule II: Item 27d--Schedule of Reportable Transactions for the Year Ended June 30, 1999 -2- 3 [LETTERHEAD OF ARTHUR ANDERSEN LLP] REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of Delta Air Lines, Inc.: We have audited the accompanying statements of net assets available for benefits of the DELTA FAMILY-CARE SAVINGS PLAN as of June 30, 1999 and 1998 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Administrative Committee of Delta Air Lines, Inc. in its capacity as administrator of the Plan. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 1999 and 1998 and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the accompanying table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Atlanta, Georgia November 19, 1999 -3- 4 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 1999 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ---------- ASSETS: Investments (Note 3) $520,158 $401,523 $3,951,476 $4,873,157 -------- -------- ---------- ---------- Receivables: Employer contributions 9,754 0 3,562 13,316 Interest and dividends 0 61 0 61 Other 0 0 0 0 -------- -------- ---------- ---------- Total receivables 9,754 61 3,562 13,377 -------- -------- ---------- ---------- Total assets 529,912 401,584 3,955,038 4,886,534 LIABILITIES: ESOP notes: Principal 0 360,125 0 360,125 Interest 0 28,765 0 28,765 Other payables 0 0 0 0 -------- -------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $529,912 $ 12,694 $3,955,038 $4,497,644 ======== ========= ========== ==========
The accompanying notes are an integral part of this statement. -4- 5 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 1998 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED ----------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ---------- ASSETS: Investments (Note 3) $535,480 $485,919 $3,196,377 $4,217,776 -------- -------- ---------- ---------- Receivables: Employer contributions 7,804 0 4,138 11,942 Interest and dividends 2 67 0 69 Other (18) 0 0 (18) -------- -------- ---------- ---------- Total receivables 7,788 67 4,138 11,993 -------- -------- ---------- ---------- Total assets 543,268 485,986 3,200,515 4,229,769 LIABILITIES: ESOP notes: Principal 0 378,408 0 378,408 Interest 0 30,092 0 30,092 Other payables 5,299 0 0 5,299 -------- -------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $537,969 $ 77,486 $3,200,515 $3,815,970 ======== ======== ========== ==========
The accompanying notes are an integral part of this statement. -5- 6 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 1999 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED --------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL --------- ----------- ------------ ---------- Contributions: Participant $ 0 $ 0 $ 253,290 $ 253,290 Employer 21,194 24,629 11,099 56,922 Investment income: Net appreciation (depreciation) in fair value of investments (55,003) (54,118) 357,124 248,003 Interest and dividends 11,842 17,310 150,138 179,290 Transfers from Unallocated to Allocated 23,848 (23,848) 0 0 Transfers from merged plan 0 0 94,847 94,847 Benefits paid to participants (9,628) 0 (111,157) (120,785) Administrative expenses (35) 0 (1,366) (1,401) Interest expense on ESOP notes 0 (28,765) 0 (28,765) Other (275) 0 548 273 --------- -------- ----------- ----------- NET INCREASE (DECREASE) (8,057) (64,792) 754,523 681,674 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 537,969 77,486 3,200,515 3,815,970 --------- -------- ----------- ----------- End of year $529,912 $12,694 $3,955,038 $4,497,644 ========= ======== =========== ===========
The accompanying notes are an integral part of this statement. -6- 7 DELTA FAMILY-CARE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JUNE 30, 1998 (IN THOUSANDS)
NONPARTICIPANT-DIRECTED -------------------------- PARTICIPANT- ALLOCATED UNALLOCATED DIRECTED TOTAL ---------- ----------- ------------ ----------- Contributions: Participant $ 0 $ 0 $ 206,293 $ 206,293 Employer 14,516 20,833 8,542 43,891 Investment income: Net appreciation (depreciation) in fair value of investments 180,005 171,523 423,871 775,399 Interest and dividends 10,597 18,815 124,692 154,104 Transfers from Unallocated to Allocated 25,534 (25,534) 0 0 Transfers from merged plan 0 0 0 0 Benefits paid to participants (10,085) 0 (124,693) (134,778) Administrative expenses (40) 0 (1,035) (1,075) Interest expense on ESOP notes 0 (30,092) 0 (30,092) Other (22) 127 0 105 --------- --------- ----------- ----------- NET INCREASE (DECREASE) 220,505 155,672 637,670 1,013,847 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 317,464 (78,186) 2,562,845 2,802,123 --------- --------- ----------- ----------- End of year $537,969 $ 77,486 $3,200,515 $3,815,970 ========= ========= =========== ===========
The accompanying notes are an integral part of this statement. -7- 8 DELTA FAMILY-CARE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS AND SCHEDULES JUNE 30, 1999 and 1998 1. DESCRIPTION OF PLAN The following description of the Delta Family-Care Savings Plan (the "Plan") provides only general information regarding the Plan as in effect on June 30, 1999. This document is not part of the summary plan description of the Plan and is not a document pursuant to which the Plan is maintained within the meaning of Section 402(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Participants should refer to the plan document for a complete description of the Plan's provisions. Delta Air Lines, Inc. ("Delta" or the "Company") reserves the right to unilaterally amend, modify, or terminate the Plan at any time, and such changes may be applied to all plan participants and their beneficiaries regardless of whether the participant is actively working or retired at the time of the change. The Plan is a defined contribution plan established by the Company. Substantially all personnel who have completed 12 consecutive months of employment and are either paid on the United States domestic payroll or employed in the Commonwealth of Puerto Rico are eligible to participate in the Plan. Participation may begin on the first day of the first pay period following eligibility. The Plan is subject to the provisions of ERISA. See Note 9 for changes in eligibility effective after June 30, 1999. Delta's Administrative Committee is responsible for operating and administering the Plan (except for investment management and control of assets). The Benefit Funds Investment Committee (the "BFIC") of Delta's board of directors is responsible for investment management and control of the assets of the Plan. However, the Plan allows a participant to exercise control over the assets in his/her account (except the Preferred Stock Fund, which consists of both Delta Series B ESOP Convertible Preferred Stock ("Preferred Stock") and Delta Common Stock ("Common Stock")) and is intended to qualify as a plan described in Section 404(c) of ERISA. The BFIC has appointed outside investment managers and a trustee to manage the assets of the Plan. The trustee and recordkeeping functions of the Plan are performed by Fidelity Management Trust Company (the "Trustee") and Fidelity Institutional Retirement Services Company (the "Recordkeeper"), respectively. The Recordkeeper is responsible for maintaining appropriate records of investment transactions, participant account balances, and, under the direction of the Administrative Committee, distributions from participants' accounts. On January 1, 1999, the Delta Technology, Inc. Savings Plan was merged into the Plan. Delta Technology, Inc. ("Delta Technology") is a wholly owned subsidiary of the Company. On that date, participants of the Delta Technology, Inc. Savings Plan became -8- 9 participants of the Plan. Eligibility thereafter for Delta Technology employees is determined as described above. CONTRIBUTIONS Employee contributions may be made, at the option of the employee, as pretax contributions or after-tax contributions or as a combination of both pretax and after-tax contributions. Effective July 1, 1998, the Plan was amended to provide that the maximum deferral percentage for eligible U.S.-based nonpilot participants, who are not highly compensated employees would be increased to 23% from 15%; for Puerto Rico employees and for Delta Technology participants, the percentage remains at 10% and 18%, respectively. Additionally, effective March 1, 1999, the deferral percentage for eligible nonpilot participants who are highly compensated employees was increased to 13% from 12%. Eligible nonhighly compensated pilot personnel may contribute up to 10% of their gross earnings to the Plan. Highly compensated pilot personnel may also contribute up to 10% of their gross earnings to the Plan, provided that a pilot's total contribution to the Plan for a calendar year does not exceed the then current limit under Section 402(g) of the Internal Revenue Code (the "Code"). Effective September 1, 1997, the Plan was amended to provide that the maximum contribution percentage for a nonpilot participant would depend on whether he/she meets the definition of "highly compensated employee" within the meaning of the Code based on his/her gross compensation during the previous plan year (as of June 30, 1999, the amount is $80,000). The Plan provision which permitted a plan participant to remain at the higher maximum contribution percentage if his/her earnings went from below $55,000 to above $55,000 was eliminated. Effective September 1, 1997, deferrals or contributions of some or all of the payments from the Delta Air Lines, Inc. Performance Payment Program, Delta Air Lines, Inc. Target Profit Sharing Program, Delta Air Lines, Inc. Leadership Performance Compensation Program, and Delta Air Lines, Inc. Pilots Profit Sharing Program are permitted by the Plan upon the election of those participating in the Plan provided, however, that the Administrative Committee may, at its discretion, determine a maximum amount of contribution of such payments from year to year. These contributions are not eligible for employer matching contributions. Delta contributes $.50 to a participant's account for every $1 contributed by the participant, up to 2% of the participant's annual earnings. In accordance with federal law, an employee's annual gross earnings in excess of specified levels are not considered for purposes of determining how much the participant or Delta may contribute to the Plan. Moreover, there are other limits imposed by federal law which may limit the amount of pretax, after-tax, or employer contributions that may be made on behalf of a participant. The first $1,450 ($1,400 in 1998 and increased by $50 per plan year) of Delta's matching contributions (the "Annual Cap") to a participant's account is invested in Preferred Stock and Common Stock (Note 6). The remainder, if any, of Delta's contributions to a participant's account during a plan year will be invested in the other plan funds (Note 2) -9- 10 in the same proportion as the participant directs for his/her own contributions, provided, however, that Delta's matching contributions in excess of the Annual Cap shall be made in Common Stock for noncollectively bargained, highly compensated employees, as determined under the Code, as amended. Delta Technology participants receive an additional annual contribution equal to 3% of their annual salary. VESTING Delta participants are immediately vested in all contributions to their accounts plus actual earnings thereon. Delta Technology participants are immediately vested in contributions to their accounts with the exception of the annual profit sharing contribution they receive, which vests ratably over a three-year period. Forfeitures of the nonvested portion of Delta Technology participants' accounts are used to offset employer contributions to the Plan. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. ACCOUNT DISTRIBUTIONS Upon retirement or eligibility for long-term disability, a participant's non-ESOP account balance may be distributed in the form of a single-sum cash payment, cash payments in monthly variable installments for a definite period not to exceed life expectancy, or variable monthly installments to be paid over the life expectancy of the participant and the participant's spouse. Upon termination of employment for reasons other than retirement or disability, a participant's non-ESOP account balance may be distributed as a lump-sum cash payment or the participant may elect to defer distribution. A participant's ESOP account balance may be distributed as a lump-sum cash payment or in Common Stock, at the participant's election, when distribution of the non-ESOP portion of the account begins. A participant, while employed, may elect to withdraw all after-tax contributions, pre-1989 matching contributions, and the earnings thereon. Under certain specified hardship circumstances, a participant, while employed, may also elect to withdraw pretax contributions. LOANS TO PARTICIPANTS Participants may borrow against a portion of their plan account balances. The loans are repaid, generally through regular payroll deductions, over a period not to exceed four years. The principal amounts of the loans are assets of the Plan and earn interest, which -10- 11 represents income to the borrowing participant, at a fixed rate equal to the average of the secured loan interest rate and the unsecured loan interest rate of the Delta Employees' Credit Union at the initiation of the loan. This rate fluctuated between 10.125% and 10.500% during the 1999 and 1998 plan years. 2. INVESTMENT OPTIONS Effective January 2, 1998, the investment options available to participants were expanded to consist of 8 core funds and 146 mutual funds. The core funds are actively managed portfolios and include the Delta Common Stock Fund which invests primarily in Common Stock. All available investment options are participant-directed except the Delta Preferred Stock Fund, which consists of employer contributions (both Preferred Stock and Common Stock) only. Prior to January 2, 1998, the investment options available to participants were comprised of seven core options and ten mutual funds. Until January 1, 1998, participants could allocate their contributions and existing fund balances in 1% multiples among the investment options available to them. Effective January 2, 1998, accounts are limited to 30 investment options at any time, and future payroll deductions are required to be allocated in 5% increments (to no more than 20 investment options at a time). Participants are not permitted to allocate more than 50% of their contributions to the Delta Common Stock Fund. 3. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of the financial statements in conformity with generally accepted accounting principles requires plan management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. NEW ACCOUNTING PRONOUNCEMENT The Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters," which, among other things, eliminates the requirement for a defined contribution plan to disclose participant-directed investment programs by fund. SOP 99-3 was adopted early for the plan year 1999 financial statements, and as such, the plan year 1998 financial statements have been reclassified to conform with the current year presentation. INVESTMENTS Investments, except for investment contracts and Preferred Stock, are stated at market value determined from publicly stated price information at the end of each day. The -11- 12 Preferred Stock is stated at fair value, which is determined based on the greater of (a) the market price of the Delta Common Stock into which each preferred share is convertible or (b) $72 per share. The Plan's investment contracts are fully benefit responsive and, therefore, are presented at contract value (cost plus accrued income). The fair value of the investment contracts held by the Plan at June 30, 1999 and 1998 was approximately $638,400,000 and $623,700,000, respectively. The average yields for the investment contracts for the years ending June 30, 1999 and 1998 were 6.63% and 6.74%, respectively. The weighted average crediting rates for the investment contracts for the years ending June 30, 1999 and 1998 were 6.20% and 6.49%, respectively. Certain guaranteed investment contracts ("GICs") held by the Plan are synthetic; that is, the Plan owns certain fixed income marketable securities, and a third party provides a "wrapper" that guarantees a fixed rate of return and provides benefit responsiveness. At June 30, 1999, the fair value of the underlying assets of the synthetic GICs and the value of the related wrapper contracts were $365,742,000 and $(580,000), respectively. The fair values of individual investments that represent 5% or more of the Plan's total net assets at June 30, 1999 and 1998 and the applicable number of shares are separately identified as follows (dollars in thousands):
NUMBER OF FAIR SHARES VALUE --------- -------- 1999: Fidelity Magellan Fund 2,589,427 $335,900 Fidelity Contrafund 5,906,469 371,103 Fidelity Growth & Income Portfolio 6,436,036 313,692 Fidelity U.S. Equity Index Commingled Fund 10,866,402 424,659 Delta Common Stock 7,568,270* 436,121* Delta Preferred Stock 6,547,608** 647,493** 1998: Fidelity Magellan Fund 2,266,261 $248,212 Fidelity Contrafund 5,437,350 296,934 Fidelity Growth & Income Portfolio 6,741,194 296,680 Fidelity U.S. Equity Index Commingled Fund 11,162,904 355,650 Delta Common Stock 6,643,290* 429,323* Delta Preferred Stock 6,603,865** 732,237**
*Partially nonparticipant-directed **Nonparticipant-directed The net appreciation (depreciation) in the fair value of investments includes both net unrealized appreciation (depreciation) of plan assets and net realized gain (loss) on sale of plan assets. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. -12- 13 During the year ended June 30, 1999, the Plan's investments appreciated (depreciated) in fair value by $248,003,000 as follows (in thousands): Mutual funds $234,429 Delta Common Stock (11,062) Delta Preferred Stock (109,049) Commingled funds 133,685 -------- $248,003 ========
NONPARTICIPANT-DIRECTED INVESTMENTS Information about the type of investments included in the nonparticipant-directed portion of the net assets available for benefits is as follows (in thousands):
JUNE 30 -------------------------- 1999 1998 -------- ---------- Investments: Delta Common Stock $251,060 $ 260,219 Delta Preferred Stock 647,493 732,237 Money market fund 23,128 28,943 -------- ---------- $921,681 $1,021,399 ======== ==========
ADMINISTRATIVE EXPENSES Certain administrative functions for the Plan are performed by officers or employees of Delta. No such officer or employee receives compensation from the Plan. All other administrative expenses of the Plan were paid by the Plan. 4. FEDERAL INCOME TAXES The Plan has received a letter of determination dated June 4, 1996 from the Internal Revenue Service which states that the Plan, as amended through June 29, 1995, is in compliance with Section 401(a) and applicable subsections of Section 409 of the Code, is an employee stock ownership plan with a cash or deferred arrangement under Section 401(k) of the Code, and satisfies the requirements of Section 4975(e)(7) of the Code. In the opinion of Delta's management, the Plan, as of June 30, 1999, continues to be in compliance with Section 401(a) and applicable subsections of Sections 409, 401(k), and 4975(e)(7) and continues to be entitled to an exemption from federal income taxation under Section 501(a); thus, no provision for federal income taxes has been made in the accompanying financial statements. 5. PLAN TERMINATION The Plan provides that Delta, at its discretion, may amend or discontinue the Plan at any time. Certain plan assets are subject to certain restrictions which, in the event of plan termination, may affect the timing and value of participant account distributions. Such -13- 14 distributions from investment options which are invested in GICS may (a) be made in installments over a period of one or more years; or (b) if distributed in a single sum, incur a reduction in value. The amount of such a reduction would depend on the market value adjustments made by each issuing company to the value of assets distributed from their respective contracts. 6. EMPLOYEE STOCK OWNERSHIP PLAN In connection with the establishment of the ESOP in 1989, Delta sold 6,944,450 shares of Preferred Stock to the ESOP trustee for $72 per share, or approximately $500 million. The ESOP trustee initially financed this purchase by borrowing $493 million from Delta and approximately $7 million from a bank. In 1990, the Plan issued $481.4 million principal amount of its Guaranteed Serial ESOP notes ("ESOP Notes") to third-party lenders and repaid the outstanding principal balances of the original loans. The ESOP Notes and certain related tax indemnities are guaranteed by Delta (Note 7). The shares of Preferred Stock will be held in the name of the Trustee until redemption or conversion and may not be sold by the Trustee or distributed outside the Plan except for resale to Delta. The Preferred Stock is redeemable at Delta's option, at specified redemption prices payable, and at Delta's election, in cash or Common Stock. Delta is required to redeem shares of Preferred Stock at any time to enable the Trustee to provide for distributions to participants. Each share of Preferred Stock has a stated value of $72; bears an annual cumulative cash dividend of 6%, or $4.32; is convertible into 1.7155 shares of Common Stock, subject to adjustment in certain circumstances; has a liquidation preference of $72 plus any accrued and unpaid dividends; generally votes together as a single class with the Common Stock on matters upon which the Common Stock is entitled to vote; and has two votes per share, subject to adjustment in certain circumstances. In the event that full cumulative dividends on the Preferred Stock have not been paid when due, Delta may not pay cash dividends on its Common Stock. The Plan provides that shares of Preferred Stock and Common Stock allocated to a participant's ESOP account and the Common Stock attributable to a participant's non-ESOP account in the Delta Common Stock Fund will be voted by the Trustee in accordance with the participant's confidential voting instructions, or if no voting instructions are received by the Trustee, such shares will be voted by the Trustee at its discretion. The Plan further provides that shares of Preferred Stock not yet allocated to any participant's ESOP account will be voted by the Trustee in proportion to the votes cast with respect to the allocated shares of participants' ESOP accounts for which voting instructions are received. Unallocated shares of Preferred Stock are held in a separate "Unallocated Account" of the Plan, pending release and allocation to participants' accounts. The number of shares of Preferred Stock released from the Unallocated Account for a plan year will generally be the number of shares of Preferred Stock held in the Unallocated Account times the ratio that the amount of principal and interest paid on the ESOP Notes with respect to such -14- 15 plan year bears to the total amount of principal and interest remaining to be paid (including payments with respect to such plan year). Shares are released from the Unallocated Account to a "Holding Account" upon debt service payments and are then allocated to participants' accounts quarterly as Delta matching contributions and/or dividend income. The number of shares of Preferred Stock allocated will be based on a value equal to the higher of $72 per share or the market value of the shares of Preferred Stock, as defined in the Plan. If during the plan year, the value of the Preferred Stock released from the Unallocated Account as a result of the repayment of the ESOP Notes is less than Delta's matching contribution to the Plan for that year, this difference will be made up by Delta (a) prepaying the ESOP Notes to release additional shares of Preferred Stock; (b) contributing cash to the Plan so the Trustee can purchase Common Stock; or (c) contributing shares of Common Stock to the Plan; in each case, for allocation to participants' accounts. However, if at the end of the plan year the value of the Preferred Stock released from the Unallocated Account as a result of the scheduled repayment of the ESOP Notes during that plan year is greater than Delta's matching contribution to the Plan for that plan year, the excess will be allocated as of the end of the plan year among all participants making contributions to the Plan. The ESOP Notes will be repaid primarily from the Company's contributions (Note 1) and dividends on the Preferred Stock. If dividends on allocated shares are used to repay the ESOP Notes, additional shares of Preferred Stock and Common Stock equal in value to such dividends will be allocated to the accounts of participants who otherwise would have received such dividends. On October 22, 1998, Delta's shareowners approved an amendment to the Company's Certificate of Incorporation to effect a two-for-one stock split of the issued Common Stock. This amendment became effective on November 2, 1998. As a result of the stock split, each outstanding share of the Company's Series B ESOP Convertible Preferred Stock was adjusted changing (1) the conversion price from $83.94 to $41.97, (2) the conversion rate from .8578 to 1.7155, and (3) the voting rights from one vote per share to two votes per share. All amounts have been restated to reflect the stock split. As of June 30, 1999, 2,717,809 shares of Preferred Stock with a market value, as defined, of approximately $268,764,000 had been allocated to participants' accounts, and 3,829,799 shares of Preferred Stock with a market value, as defined, of approximately $378,729,000 were held in the Unallocated Account. During the plan year ended June 30, 1999, 56,257 shares of Preferred Stock were redeemed in connection with the payment of participant benefits. 7. LONG-TERM DEBT At June 30, 1999, the Plan's long-term debt, including current maturities of $20,635,000, consisted of $360,125,000 aggregate principal amount of ESOP Notes with final maturity dates ranging from July 1, 1999 to January 1, 2009 and interest rates ranging from 7.26% to 8.10%. The interest rates on the ESOP Notes are subject to adjustment in the event of certain changes in the federal income tax laws. Subject to certain restrictions, the ESOP -15- 16 Notes may be prepaid at the option of the Plan at any time in whole or in part. As discussed in Note 5 of the Notes to Consolidated Financial Statements in Delta's 1999 Annual Report to Shareowners, Delta may be required to purchase the ESOP Notes at the option of the holders in certain circumstances. At June 30, 1999, the annual maturities of the ESOP Notes for the next five years and thereafter were as follows (in thousands):
Years ending June 30: 2000 $ 20,635 2001 23,223 2002 26,072 2003 29,207 2004 32,655 After 2004 228,333 -------- Total $360,125 ========
8. RELATED-PARTY TRANSACTIONS Certain of the Plan's investments are shares of mutual funds or interests in cash reserve accounts managed by the Trustee or affiliates of the Trustee. Transactions related to such investments qualify as permissible party-in-interest transactions under ERISA. Fees paid to the Recordkeeper by the Plan for recordkeeping totaled $1,401,000 and $1,075,000 for the years ended June 30, 1999 and 1998, respectively. Fees paid by the Plan for investment management vary by fund and are generally reflected as a reduction to fund appreciation (depreciation). 9. SUBSEQUENT EVENTS Effective October 1, 1999, all pilot and nonpilot employees may participate in the Plan upon employment rather than having to wait until their one-year employment anniversary. Employer matching contributions will still begin after a participant's first employment anniversary. -16- 17 SCHEDULE I Page 1 of 8 DELTA FAMILY-CARE SAVINGS PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JUNE 30, 1999
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- ------------ ------------- DELTA COMMINGLED STOCK FUND: Fidelity Management Trust Company Cash Account $ 416,808 $ 416,808 Delta International Equity Pool: * Fidelity Management & Research Company, Fidelity Overseas Fund 911,070 24,593,168 35,422,410 * FMTC Select International Portfolio 1,590,479 62,524,848 110,951,804 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 638,182 42,266,075 82,687,073 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 1,518,765 31,881,006 74,024,583 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 3,528,791 57,400,165 146,268,373 ------------ ------------- Total 219,082,070 449,771,051 ------------ ------------- DELTA COMMINGLED BOND FUND: * Fidelity Management Trust Company Cash Account 210,163 210,163 * FMTC Broad Market Duration 6,552,328 83,566,349 108,768,649 ------------ ------------- Total 83,776,512 108,978,812 ------------ ------------- DELTA COMMON STOCK FUND: * Delta Air Lines, Inc. Common Stock 3,211,472 143,940,115 185,061,074 * Fidelity Institutional Cash Portfolio: Money Market 1,724,146 1,724,146 1,724,146 * Fidelity Management Trust Company Cash Account 108,871 108,871 ------------ ------------- Total 145,773,132 186,894,091 ------------ ------------- INSURANCE CONTRACT/STABLE VALUE FUND: * Fidelity Management Trust Company, Short-Term Investment Fund 82,087,705 82,087,705 Guaranteed Investment Contracts: American International: GIC-935, 7.03%, due June 30, 2000 12,274,438 12,274,438 12,274,438 Allstate Life Insurance Company: GA-5753, 7.50%, due August 2, 1999 10,248,894 10,248,894 10,248,894 GA-5953, 6.79%, due March 14, 2001 8,157,027 8,157,027 8,157,027 Business Men's Assurance Company: 1297, 6.03%, due June 3, 2002 5,297,249 5,297,249 5,297,249 1308, 5.41%, due June 2, 2003 5,197,968 5,197,968 5,197,968 CDC Capital Inc.: BR-261-01, 6.78%, due July 2, 2001 10,000,000 10,000,000 10,000,000 BR-261-02, 5.36%, due October 15, 2003 5,054,655 5,054,655 5,054,655 CIGNA: GA-25230, 6.82%, due January 25, 2001 14,063,856 14,063,856 14,063,856 Jackson National Life: G-1151-1, 5.66%, due November 27, 2000 0 0 0 John Hancock: GAC 5737, 5.88%v, due June 1, 2000 9,113,746 9,113,746 9,113,746 GAC 5833, 5.95%v, due June 1, 2000 5,203,782 5,203,782 5,203,782 GA 7940, 6.21%, due March 31, 2000 12,674,803 12,674,803 12,674,803
-17- 18 SCHEDULE I Page 2 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - --------------------------------------------------------------- ------------ ------------- ------------- New York Life: GA-30248, 7.17%, due September 30, 1999 20,085,676 $ 20,085,676 $ 20,085,676 GA-06494-002, 6.78%, due March 15, 2001 3,018,091 3,018,091 3,018,091 Ohio National Life Insurance Company: GA5774, 6.67%, due December 31, 1999 12,295,193 12,295,193 12,295,193 Protective Life: GA-1386, 7.26%, due March 16, 2001 14,756,581 14,756,581 14,756,581 Prudential: GA-10009-211, 6.10%, due June 19, 2001 10,628,950 10,628,950 10,628,950 GA-10009-212, 6.15%, due June 18, 2003 5,314,447 5,314,447 5,314,447 Security Life of Denver: FA0501, 6.68%, due October 31, 2000 12,523,442 12,523,442 12,523,442 SunLife of Canada: S-0921-G, 7.37%, due December 30, 1999 13,493,712 13,493,712 13,493,712 Synthetic Insurance Contracts: Chase Manhattan Bank: Ford Credit Auto Owner Trust I, 5.92%, due December 15, 2000 10,023,297 10,023,297 10,045,000 Wrapper contract 0 (21,703) Deutsche Bank: FID-DLT-1, 5.88%, due January 15, 2004 10,385,942 10,385,942 10,253,146 FID-DLT-2, 5.89%, due October 15, 2004 7,256,988 7,256,988 7,079,642 FID-DLT-3, 5.51%, due July 15, 2003 3,116,494 3,116,494 3,021,825 Wrapper contract 0 404,811 Jackson National Life ABS: S-1107-1, 6.87%, due June 25, 2004 49,320,432 49,320,432 50,379,944 Wrapper contract 0 (1,059,512) Massachusetts Mutual: PGIC 10391, 7.02%v, due July 5, 2002 14,859,499 14,859,499 14,886,172 Wrapper contract 0 (26,673) MBL Life Assurance: 6-4982-1, 0%v, due December 31, 1999 1 1 1 6-4982-2, 0%v, due December 31, 1999 1 1 1 6-4982-3, 0%v, due December 31, 1999 1 1 1 6-4982-4, 0%v, due December 31, 1999 1 1 1 4982-1, 5.10%v, due July 1, 1999 4,223,319 4,223,319 4,223,319 4982-2, 5.10%v, due July 1, 1999 976,132 976,132 976,132 4982-3, 5.10%v, due July 1, 1999 1,419,715 1,419,715 1,419,715 4982-4, 5.10%v, due July 1, 1999 89,545 89,545 89,545 Monumental Life: BDA00380TR-03, 5.77%, June 8, 2001 6,522,286 6,522,286 6,501,269 BDA00380TR-02, 6.46%, April 12, 2001 4,322,032 4,322,032 4,344,752 BDA00283TR-00, 7.33%, March 30, 2007 51,635,026 51,635,026 51,931,450 BDA00380TR-01, 5.82%, August 15, 2000 3,533,420 3,533,420 3,531,644 BDA00380TR-04, 4.90%, January 15, 2001 5,192,690 5,192,690 5,113,819 BDA00380TR-05, 5.46%, March 17, 2003 7,387,006 7,387,006 7,258,478 Wrapper contract 0 (88,952) Continental Assurance Co.: 630-05856/CNA, 6.04%, due May 15, 2009 19,096,952 19,096,952 18,961,347 Wrapper contract 0 135,605 State Street Bank: 98234, 5.11%, due April 4, 2002 3,067,878 3,067,878 3,006,713 98159, 6.23%, due January 12, 2004 10,065,345 10,065,345 9,956,300 96042, 6.32%, due July 15, 2008 56,044,417 56,044,417 56,209,887 98085, 6.09%, due June 25, 2003 8,001,794 8,001,794 7,873,746 98153, 5.99%, due July 25, 2003 5,000,553 5,000,553 4,929,917 Wrapper contract 0 203,424
-18- 19 SCHEDULE I Page 3 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- ------------ ------------- TransAmerica Life & Annuity: 76862, 4.97%, due February 20, 2003 22,206,926 $ 22,206,926 $ 21,945,857 Wrapper contract 0 261,069 Union Bank of Switzerland: 2216, 6.36%v, due October 20, 1999 1,259,832 1,259,832 1,258,088 2242, 7.03%v, due September 15, 2001 6,633,070 6,633,070 6,724,165 2149, 6.95%v, due July 15, 2002 10,220,811 10,220,811 10,363,225 2150, 6.76%v, due January 15, 2001 7,299,267 7,299,267 7,357,890 Wrapper contract 0 (290,388) Westdeutsche Landesbank: WLB6064, 5.94%, due January 15, 2003 7,191,485 7,191,485 7,147,044 Wrapper contract 0 44,441 AEtna Life Insurance & Annuity Company: 014464/14617, 5.38%v, due June 29, 2002 16,948,949 16,948,949 16,927,356 Wrapper contract 0 21,593 TransAmerica Life & Annuity: 76630, 6.07%v, due June 29, 2003 11,860,320 11,860,320 12,024,445 Wrapper contract (164,125) ------------ ------------- Total 636,651,641 636,651,641 ------------ ------------- DELTA AIR LINES BALANCED FUND: * Fidelity Management Trust Company Cash Account 6,335 6,335 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 1,649 227,556 213,973 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 3,930 171,644 191,557 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 9,132 309,067 378,506 * FMTC Broad Market Duration 41,765 689,824 693,300 ------------ ------------- Total 1,404,426 1,483,671 ------------ ------------- DELTA CONSERVATIVE BALANCED FUND: * Fidelity Management Trust Company Cash Account 95,136 95,136 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 29,560 2,985,976 3,835,938 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 70,457 2,252,301 3,434,076 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 163,730 4,056,003 6,786,625 * FMTC Broad Market Duration 2,405,649 34,083,156 39,933,773 ------------ ------------- Total 43,472,572 54,085,548 ------------ ------------- DELTA GROWTH BALANCED FUND: * Fidelity Management Trust Company Cash Account 227,043 227,043 Delta U.S. Equity Pool: * Fidelity Management & Research Company, Fidelity Magellan Fund 219,626 17,338,766 28,500,837 * Fidelity Management & Research Company, Fidelity Growth and Income Portfolio 523,492 13,078,511 25,515,023 * Fidelity Management & Research Company, FMTC Select Equity Portfolio 1,216,315 23,547,208 50,416,237 * FMTC Broad Market Duration 1,921,137 25,858,875 31,890,973 ------------ ------------- Total 80,050,403 136,550,113 ------------ ------------- DELTA PREFERRED STOCK FUND: * Delta Air Lines, Inc. Common Stock 4,356,798 158,487,520 251,060,312 * Delta Air Lines, Inc. Convertible Preferred Series B 6,547,608 471,427,776 647,492,931 * Fidelity Institutional Cash Portfolio--Money Market 23,128,299 23,128,299 ------------ ------------- Total 653,043,595 921,681,542 ------------ -------------
-19- 20 SCHEDULE I Page 4 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- ------------ ------------- MUTUAL AND COMMINGLED FUNDS: * Fidelity Management & Research Company, Fidelity Asset Manager 41,422 $ 752,684 $ 748,916 * Fidelity Management & Research Company, Fidelity Asset Manager: Growth 72,756 1,390,639 1,450,028 * Fidelity Management & Research Company, Fidelity Asset Manager: Income 14,255 176,268 176,048 * Fidelity Management & Research Company, Fidelity Balanced Fund 362,503 6,406,963 6,467,047 * Fidelity Management & Research Company, Fidelity Blue Chip Growth Fund 237,991 11,542,671 13,003,810 * Fidelity Management & Research Company, Fidelity Canada Fund 6,980 101,196 106,723 * Fidelity Management & Research Company, Fidelity Capital & Income Fund 237,579 2,377,920 2,371,039 * Fidelity Management & Research Company, Fidelity Capital Appreciation Fund 42,817 889,313 1,109,377 * Fidelity Management & Research Company, Fidelity Contrafund 5,906,469 260,275,835 371,103,466 * Fidelity Management & Research Company, Fidelity Convertible Securities Fund 10,751 193,215 223,726 * Fidelity Management & Research Company, Fidelity Disciplined Equity Fund 43,694 1,239,093 1,416,560 * Fidelity Management & Research Company, Fidelity Diversified International Fund 67,028 1,208,883 1,302,353 * Fidelity Management & Research Company, Fidelity Dividend Growth Fund 983,279 27,539,256 31,622,258 * Fidelity Management & Research Company, Fidelity Aggressive Growth Fund 205,737 7,509,934 8,566,893 * Fidelity Management & Research Company, Fidelity Emerging Markets Fund 142,534 1,205,293 1,393,979 * Fidelity Management & Research Company, Fidelity Equity-Income II Fund 103,980 3,139,405 3,327,346 * Fidelity Management & Research Company, Fidelity Equity-Income Fund 1,279,386 60,782,867 78,848,534 * Fidelity Management & Research Company, Fidelity Europe Capital Appreciation Fund 139,244 2,489,379 2,466,005 * Fidelity Management & Research Company, Fidelity Europe Fund 153,786 5,212,785 4,993,427 * Fidelity Management & Research Company, Fidelity Export & Multinational Fund 21,664 413,209 491,545 * Fidelity Management & Research Company, Fidelity Fifty Fund 205,203 4,366,103 4,387,248 * Fidelity Management & Research Company, Fidelity France Fund 14,001 215,697 229,484 * Fidelity Management & Research Company, Fidelity Fund 258,582 9,265,171 10,444,146 * Fidelity Management & Research Company, Fidelity Germany Fund 28,503 448,699 411,872 * Fidelity Management & Research Company, Fidelity Global Balanced Fund 3,463 58,310 61,879 * Fidelity Management & Research Company, Fidelity Ginnie Mae Fund 66,325 716,996 700,392 * Fidelity Management & Research Company, Fidelity Government Income Fund 80,805 810,036 778,154 * Fidelity Management & Research Company, Fidelity Growth & Income Portfolio 4,319,392 150,097,587 210,527,177 * Fidelity Management & Research Company, Fidelity Growth Company Fund 160,703 9,287,927 9,709,684 * Fidelity Management & Research Company, Fidelity Hong Kong & China Fund 68,694 801,066 947,977
-20- 21 SCHEDULE I Page 5 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - --------------------------------------------------------------- ----------- ------------ ------------- * Fidelity Management & Research Company, Fidelity Institutional Short-Intermediate Government Portfolio 123,038 $ 1,164,477 $ 1,134,409 * Fidelity Management & Research Company, Fidelity Intermediate Bond Fund 72,065 736,268 717,767 * Fidelity Management & Research Company, Fidelity International Bond Fund 7,036 62,780 60,225 * Fidelity Management & Research Company, Fidelity International Growth & Income Fund 9,424 199,710 213,634 * Fidelity Management & Research Company, Fidelity International Value Fund 20,005 268,955 298,473 * Fidelity Management & Research Company, Fidelity Investment-Grade Bond Fund 158,907 1,163,975 1,123,476 * Fidelity Management & Research Company, Fidelity Japan Fund 215,499 2,718,575 3,297,139 * Fidelity Management & Research Company, Fidelity Japan Small Companies Fund 977,931 10,736,118 13,945,295 * Fidelity Management & Research Company, Fidelity Large-Cap Stock Fund 140,900 2,512,709 2,608,054 * Fidelity Management & Research Company, Fidelity Latin America Fund 116,023 1,517,155 1,566,305 * Fidelity Management & Research Company, Fidelity Low-Priced Stock Fund 304,174 7,313,448 7,464,440 * Fidelity Management & Research Company, Fidelity Magellan Fund 1,700,410 160,561,164 220,662,255 * Fidelity Management & Research Company, Fidelity Mid-Cap Stock Fund 67,904 1,224,976 1,290,167 * Fidelity Management & Research Company, Fidelity New Markets Income Fund 52,295 504,086 534,976 * Fidelity Management & Research Company, Fidelity Nordic Fund 65,391 1,187,374 1,354,899 * Fidelity Management & Research Company, Fidelity OTC Portfolio 1,121,650 40,937,835 57,877,133 * Fidelity Management & Research Company, Fidelity Overseas Fund 6,109 224,402 237,536 * Fidelity Management & Research Company, Fidelity Pacific Basin Fund 166,618 2,633,003 2,920,810 * Fidelity Management & Research Company, Fidelity Puritan Fund 133,197 2,655,696 2,753,185 * Fidelity Management & Research Company, Fidelity Real Estate Investment Fund 66,625 1,157,939 1,079,993 * Fidelity Management & Research Company, Fidelity Retirement Government Money Market Portfolio 6,268,409 6,268,409 6,268,409 * Fidelity Management & Research Company, Fidelity Retirement Growth Fund 64,717 1,330,694 1,467,792 * Fidelity Management & Research Company, Fidelity Retirement Money Market Portfolio 17,597,770 17,597,770 17,597,770 * Fidelity Management & Research Company, Fidelity Short-Term Bond Fund 4,056 35,223 34,884 * Fidelity Management & Research Company, Fidelity Small-Cap Selector Fund 66,222 985,306 960,888 * Fidelity Management & Research Company, Fidelity Southeast Asia Fund 135,107 1,363,362 1,667,223 * Fidelity Management & Research Company, Spartan Market Index Fund 71,040 5,841,807 6,733,899 * Fidelity Management & Research Company, Spartan U.S. Equity Index Fund 314,664 13,237,783 15,374,487 * Fidelity Management & Research Company, Fidelity Stock Selector Fund 12,491 354,550 402,469 * Fidelity Management & Research Company, Fidelity TechnoQuant Growth Fund 18,153 229,657 268,851
-21- 22 SCHEDULE I Page 6 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- ------------ ------------- * Fidelity Management & Research Company, Fidelity Trend Fund 3,449 $ 216,454 $ 229,149 * Fidelity Management & Research Company, Fidelity United Kingdom Fund 5,741 84,060 83,937 * Fidelity Management & Research Company, Fidelity U.S. Bond Index Fund 168,505 1,830,008 1,765,933 * Fidelity Management Trust Company, Fidelity U.S. Equity Index Commingled Fund 10,866,402 222,478,284 424,658,987 * Fidelity Management & Research Company, Fidelity Utilities Fund 142,482 3,228,739 3,577,729 * Fidelity Management & Research Company, Fidelity Value Fund 55,644 2,985,900 3,164,485 * Fidelity Management & Research Company, Fidelity Worldwide Fund 24,751 419,361 443,291 * Strategic Advisors, Fidelity Freedom 2000 Fund 38,117 462,444 482,185 * Strategic Advisors, Fidelity Freedom 2010 Fund 42,122 546,342 589,293 * Strategic Advisors, Fidelity Freedom 2020 Fund 69,882 931,769 1,044,040 * Strategic Advisors, Fidelity Freedom 2030 Fund 19,709 268,368 297,012 * Strategic Advisors, Fidelity Freedom Income Fund 2,000 21,920 22,425 American Century Mutual Funds, Inc., American Century Select Fund 453,951 21,003,040 23,918,699 American Century Mutual Funds, Inc., Century Ultra Fund 3,424,420 102,333,087 128,655,461 Calvert Asset Management Company, Inc., Calvert Capital Accumulation Fund--Class A 9,746 264,979 295,973 Calvert Asset Management Company, Inc., Calvert New Vision Small-Cap Fund--Class A 2,666 36,586 37,481 Calvert Asset Management Company, Inc., Calvert Social Investment Balanced Fund--Class A 802 26,763 27,104 Calvert Asset Management Company, Inc., Calvert World Values International Equity Fund--Class A 18,680 392,636 392,849 Delaware Management Company, Delaware Trend Fund--Class A 865,157 14,059,712 17,372,359 Founders Asset Management, Founders Balanced Fund 63,398 767,174 771,552 Founders Asset Management, Founders Growth and Income Fund 35,022 259,014 264,419 Founders Asset Management, Founders Frontier Fund 8,573 228,617 247,664 Founders Asset Management, Founders Growth Fund 74,998 1,450,907 1,699,456 Founders Asset Management, Founders Mid-Cap Growth Fund 34,281 279,213 282,134 Founders Asset Management, Founders Worldwide Growth Fund 6,807 156,453 158,870 INVESCO Funds Group, Inc., INVESCO Dynamics Fund 194,898 3,256,398 3,843,398 INVESCO Funds Group, Inc., INVESCO Blue Chip Growth Fund 939,531 6,048,149 6,633,087` INVESCO Funds Group, Inc., INVESCO High-Yield Fund 696,406 4,855,154 4,540,567 INVESCO Funds Group, Inc., INVESCO Equity Income Fund 46,000 711,756 764,972 INVESCO Funds Group, Inc., INVESCO Select Income Fund 338,208 2,228,802 2,113,800 INVESCO Funds Group, Inc., INVESCO Small Company Growth Fund 91,507 1,066,457 1,223,443 INVESCO Funds Group, Inc., INVESCO Total Return Fund 207,211 6,550,327 6,842,112 INVESCO Funds Group, Inc., INVESCO Value Equity Fund 24,005 708,971 741,042 Janus Capital Corporation, Janus Balanced Fund 697,097 13,653,677 14,987,581 Janus Capital Corporation, Janus Enterprise Fund 95,439 3,981,485 4,487,559 Janus Capital Corporation, Janus Flexible Income Fund 310,968 3,075,315 2,972,851 Janus Capital Corporation, Janus Fund 414,802 14,113,836 16,675,050 Janus Capital Corporation, Janus Mercury Fund 1,891,393 52,904,373 60,638,044 Janus Capital Corporation, Janus Twenty Fund 2,861,439 158,293,177 179,669,724 Janus Capital Corporation, Janus Worldwide Fund 857,414 39,263,994 45,811,611 Merrill Lynch Asset Management, Merrill Lynch Capital Fund (Class A) 198,442 6,396,897 7,401,900
-22- 23 SCHEDULE I Page 7 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ---------------------------------------------------------------- ----------- ------------ ------------- Miller, Anderson & Sherrerd, MAS Balanced Portfolio--Advisor Share Class 7,008 $ 96,787 $ 102,393 Miller, Anderson & Sherrerd, MAS Funds Fixed-Income Portfolio--Advisor Share Class 52,486 622,608 598,345 Miller, Anderson & Sherrerd, MAS Funds High-Yield Portfolio--Advisor Share Class 82,603 779,874 745,902 Miller, Anderson & Sherrerd, MAS Funds Mid-Cap Growth Portfolio--Advisor Share Class 211,486 4,526,529 5,411,914 Miller, Anderson & Sherrerd, MAS Funds Value Portfolio--Advisor Share Class 167,072 2,744,125 2,714,917 Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional Fund Emerging Growth Portfolio (Class B) 24,540 228,955 251,049 Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional Fund Emerging Markets Portfolio (Class B) 30,297 353,788 405,673 Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional Fund Active Country Allocation Portfolio (Class B) 6,666 74,775 83,526 Morgan Stanley Dean Witter Asset Management, Morgan Stanley Institutional Fund Global Equity Portfolio (Class B) 70,077 1,406,709 1,498,948 Neuberger & Berman Management, Inc., Neuberger & Berman Focus Trust 15,346 359,363 413,428 Neuberger & Berman Management, Inc., Neuberger & Berman Genesis Trust 1,362,902 28,093,166 28,634,565 Neuberger & Berman Management, Inc., Neuberger & Berman Guardian Trust 16,608 296,542 307,586 Neuberger & Berman Management, Inc., Neuberger & Berman Manhattan Trust 6,406 91,963 98,325 Neuberger & Berman Management, Inc., Neuberger & Berman Partners Trust 117,745 2,122,689 2,403,490 Pacific Investment Management Company, PIMCO Capital Appreciation Fund--Administrative Class 184,498 4,399,277 4,915,014 Pacific Investment Management Company, PIMCO Global Bond Fund--Administrative Class 140,409 1,348,228 1,295,973 Pacific Investment Management Company, PIMCO High-Yield Fund--Administrative Class 295,959 3,367,089 3,246,676 Pacific Investment Management Company, PIMCO Low Duration Fund--Administrative Class 79,037 801,693 787,999 Pacific Investment Management Company, PIMCO Mid-Cap Growth Fund--Administrative Class 215,257 4,799,909 4,925,073 Pacific Investment Management Company, PIMCO Total Return Fund--Administrative Class 2,209,248 22,462,460 22,379,686 Pilgrim Baxter & Associates, PBHG Emerging Growth Fund 38,351 853,337 895,105 Pilgrim Baxter & Associates, PBHG Growth Fund 14,216 358,938 388,670 Strong Capital Management, Strong Advantage Fund 129,106 1,295,947 1,282,024 Strong Capital Management, Strong Discovery Fund 2,143 35,495 36,040 Strong Capital Management, Strong Government Securities Fund 224,139 2,400,734 2,319,835 Strong Capital Management, Strong Growth Fund 80,265 1,750,021 2,090,904 Strong Capital Management, Strong Opportunity Fund 49,327 1,972,451 2,196,048 Strong Capital Management, Strong Short-Term Bond Fund 20,297 195,264 193,024 Strong Capital Management, Strong Total Return Fund 51,804 1,779,341 2,065,949 Templeton Asset Management Hong Kong, Templeton Developing Markets Trust A 853,061 11,588,288 11,985,507 Templeton Global Advisors, Templeton Foreign Fund A 335,409 3,208,131 3,454,716 Templeton Global Advisors, Templeton Growth Fund A 110,378 2,058,951 2,160,105 Templeton Global Advisors, Templeton World Fund A 302,781 5,391,715 5,574,194
-23- 24 SCHEDULE I Page 8 of 8
PRINCIPAL AMOUNT COST OR OR NUMBER CONTRACT CURRENT NAME OF ISSUER OF SHARES VALUE VALUE - ----------------------------------------------------------------------- ------------ --------------- -------------- Templeton Global Bond Managers, Templeton Global Bond Fund A 142,243 $ 1,308,039 $ 1,264,538 Templeton Investment Counsel, Institutional Foreign Equity Series 2,703,686 44,235,327 53,262,610 USAA Investment Management, USAA Cornerstone Strategy Fund 6,874 192,991 190,740 USAA Investment Management, USAA GNMA Trust 57,202 590,086 564,586 USAA Investment Management, USAA Growth Fund 18,893 403,086 464,967 USAA Investment Management, USAA Income Fund 2,107,522 25,096,895 24,953,064 USAA Investment Management, USAA Income Stock Fund 35,738 718,377 765,858 USAA Investment Management, USAA International Fund 24,854 496,546 510,997 Warburg Pincus Counsellors, Warburg Pincus Capital Appreciation Fund 119,006 2,453,153 2,929,923 Warburg Pincus Counsellors, Warburg Pincus Emerging Growth Fund 35,638 1,336,405 1,502,142 Warburg Pincus Counsellors, Warburg Pincus Global Fixed Income Fund 5,660 59,682 58,750 Warburg Pincus Counsellors, Warburg Pincus Growth & Income Fund 18,061 328,621 371,162 Warburg Pincus Counsellors, Warburg Pincus International Equity Fund 8,910 153,664 169,815 -------------- -------------- Total mutual and commingled funds 1,738,718,218 2,314,004,919 -------------- -------------- PARTICIPANT LOANS: Participant loans, interest rates ranging from 9.00% to 10.75% 63,055,830 63,055,830 -------------- -------------- Total investments $3,665,028,399 $4,873,157,218 ============== ==============
*Represents a party-in-interest. The accompanying notes are an integral part of this schedule. -24- 25 SCHEDULE II DELTA FAMILY-CARE SAVINGS PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a) FOR THE YEAR ENDED JUNE 30, 1999
DESCRIPTION OF ASSET EXPENSE (INCLUDES INTEREST RATE AND PURCHASE SELLING INCURRED WITH COST OF IDENTITY OF PARTY INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE TRANSACTION ASSETS NET GAIN - ----------------------------- -------------------------------- ------------ ------------ -------------- ----------- ------------ * FIDELITY MANAGEMENT Institutional Money Market Fund: TRUST COMPANY 514 transactions $704,499,545 $ 0 (b) $ 0 $ 0 516 transactions 0 682,484,470 (b) 682,484,470 0 Fidelity U.S. Equity Index Pool: 252 transactions 163,955,902 0 (b) 0 0 252 transactions 0 171,356,369 (b) 139,499,076 31,857,293 Delta Common Stock Fund: 252 transactions 157,018,466 0 (b) 0 0 252 transactions 130,036,300 (b) 115,326,017 14,710,283 * FIDELITY MANAGEMENT & Fidelity Growth & Income RESEARCH COMPANY Portfolio: 252 transactions 95,418,173 0 (b) 0 0 252 transactions 0 110,571,302 (b) 94,524,605 16,046,697 Fidelity Contrafund: 252 transactions 116,860,460 0 (b) 0 0 252 transactions 89,969,383 (b) 74,240,377 15,729,006 JANUS CAPITAL CORPORATION Janus Mercury Fund: 251 transactions 124,486,111 0 (b) 0 0 236 transactions 0 87,993,723 (b) 80,229,605 7,764,118 Janus Twenty Fund: 252 transactions 237,136,694 0 (b) 0 0 247 transactions 0 96,671,823 (b) 90,095,173 6,576,650
*Represents a party-in-interest. (a) Represents a series of transactions in securities of the same issue having a cumulative value in excess of 5% of the current value of plan assets at the beginning of the plan year. (b) The normal expenses associated with asset purchases are built into the Trustee's cost records and therefore are not shown separately here. The accompanying notes are an integral part of this schedule. -25- 26 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of Delta Air Lines, Inc. has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. DELTA FAMILY-CARE SAVINGS PLAN /s/ James B. Taylor ------------------------------ By: James B. Taylor Chief Investment Officer Delta Air Lines Benefit Trusts Delta Air Lines, Inc. Date: December 17, 1999 -26- EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 [LETTERHEAD OF ARTHUR ANDERSEN LLP] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated November 19, 1999 included in Delta Air Lines, Inc.'s annual report on Form 11-K for the Delta Family-Care Savings Plan for the year ended June 30, 1999 into the Company's previously filed Registration Statement No. 33-30454. ARTHUR ANDERSEN LLP Atlanta, Georgia December 17, 1999 -27- -----END PRIVACY-ENHANCED MESSAGE-----